Gifts and Curses
by PachucaSunrise
Summary: Butters thought he knew exactly what he was getting himself into when he signed up to be Mysterion's sidekick. He just wasn't prepared for Kenny.
1. Chapter 1

**A/N: **Whooo, I'm back! Kind of. Don't know if I ever left, really.

Anyways. It's good to be writing a multi-chaptered story again. I'm not sure how long it's going to be yet, but if I had to guess, I'd say it'll be fairly shorter than "I'm Bored, You're Amorous", if that helps. It'll also be fairly darker than IBYA, and more mature - you guys know what _that _means - but, hey, it's South Park. There will still be plenty of crude humor, pop culture references, Cartman being a douchebag, and, of course, Butters and Kenny (or Professor Chaos and Mysterion).

That said, I hope you enjoy!

**Warning: **Eventual sex, mild violence, gayness and general South Park-esque shenanigans.

**Gifts and Curses**

"We accept the love we think we deserve."

-Stephen Chbosky, _The Perks of Being a Wallflower_

**Chapter One**

Maybe it was all the books he'd read, the kinds he'd slide between thick textbooks and position just under the lip of the dining table because they were too addictive to put down. Maybe it was the movies, the ones he'd watch while curled up beneath a sanctum of pillows and old fleece blankets. Maybe it was simply because he had grown up in South Park, where everything was grandiose and the minutest details blown out of proportion, where one could only expect the unexpected. Maybe it was a combination of all these things, or something else, or maybe even nothing at all, but the point is…

Butters Stotch had pictured the penultimate, destiny-changing, oracular moment of his 17 year old lifetime to be a little more exciting than this.

In Butters' mind, the moment when he finally grew tired of the abuse and put his foot down unfolded in a number of ways, each one more grandiose, more disproportionate, and more befitting of South Park than the last. The first one he'd concocted while in preschool, immediately after a pudgy boy named Eric Cartman shoved him into a gravel pit and called him That Word for the first time, declaring with a sneer, "_my Meeeeehm says that means you like riding the baloney pony!"_. Back then, it was all he could do to switch Eric's peanut butter and jelly sandwich (triangle-shaped, crusts meticulously removed) with turkey prior to snack time, wiggle and giggle fiendishly behind a tiny hand, and watch, dismayed, as his tormentor merely shrugged before devouring the entire sandwich in a single bite. The sixteenth one had begun with Stan Marsh, Kyle Broflovski, and exposed skin on Good Morning America, and ended invariably with a plum-colored bruise in the shape of an adult male hand over Butters' left eye and a two month grounding hanging above his head. That night, he'd held an ice pack over the swell with one hand and mimed out hideous creatures into the glow of a flashlight with the other, creating triceratopses and mutant fluffy bunnies that would climb down from the mountains to destroy Stan and Kyle's bedrooms while their parents were away, and when their parents came back, the hideous creatures would be gone and maybe Stan and Kyle's Dads would hit _them_, too, so they'd know what it felt like to get punished for something they couldn't control.

There were more of them, of course. Butters could lay spread-eagle in the dewy grass of his backyard and look up at the western night sky, at all the stars flecking that western night sky, and equate each one with a time that his supposed 'friends' had taken advantage of him and a time he'd conceptualized, using every painstaking ounce of his imagination, the eventual retribution for all their misdeeds and requital for all his sufferings. Conceptualizations. That's all they were: fistfuls of fleeting, starry thoughts he kept in his mind and looked at every so often, basking in the brightness of What Could Never Happen overlapped with What I'd Like to Happen, but _never _amounted to What I'm Going to Make Happen.

See, Butters had a problem. He liked to call it a guilt problem, but really, that was just a misnomer. Even more than the guilt that would result from his theoretical rebellion, there was one primary personality trait that made sure each and every one of these seventy-four plans never came to fruition: caring. When it got down to it, Butters could put up a front and pout and _I-I've had it about up ta HERE with you fellers! _as much as he wanted. He could lay in bed and twist and curl his hand in front of a flashlight and gingerly finger the outline of his father's palm against his face and tell himself that one day, somehow, it'd all stop, all of it, that Cartman and Stan and Kyle and his parents and everyone else would stop treating him like a stupid little kid and instead treat him like how friends and family treated each other in the books and movies. But none of it would matter, because Butters had a caring problem. He cared about people, and he liked caring about people most of the time, but he cared too much for people who didn't give a darn about him. And no matter how much Butters disliked that, he cared too much to even stop. If Butters decided to just drop all his friends cold turkey, he might hurt their feelings, and he didn't want to hurt anyone's feelings – not really. He guessed that's why he couldn't – or rather, wouldn't – break out of the vicious cycle he was so entrenched in. (That, and he thought the occasional bad treatment was still better than no treatment at all.)

(He's always tried to look on the bright side.)

But if there was a bright side to the situation he's currently in, he couldn't see it around the thick fog of department store perfume or the blindingly pink walls of… Wendy Testaburger's bedroom, maybe? Truthfully, Butters couldn't remember _whose_ bedroom he was in nor, more importantly, what had brought him there in the first place. There was a rope chafing against his ankles, allowing him to dangle upside down between the shag carpet a few inches below and the ceiling fan a few feet above. When he pressed two fingers to a throbbing twinge in the back of his skull, they came across a small, angry bump protruding amongst clumps of fleecy blond hair; to the right, propped up against a door plastered with posters of shirtless male celebrities, was a wiffle bat. Obviously, Butters had done something wrong. If the wiffle bat, impromptu ceiling fan torture and gumball-sized lump on his head were any indication, he'd possibly committed some unforgivable transgression against womankind. He ripped his gaze away from the door and looked leftwards, finding himself suddenly presented with a row of very angry, very hands-on-hips teenage girls, headed by an even angrier, _more _hands-on-hips Wendy Testaburger.

Yep. He'd _definitely _committed some unforgivable transgression against womankind.

"Uh. H-hey there, ladies!" he greeted, aiming for a good mixture of friendly, apologetic, and harmless. The bottom of his shirt was riding up a bit, and he quickly tugged it back down. "D'ya think you could, ah, let me go now, please? I'm gettin' kinda woozy…"

"What are you doing?" Wendy demanded, eyes narrowing to slits.

Butters blinked, glanced up at his ankles and the rope and the ceiling fan, and grinned. "Just… hangin' around, I s'pose," he joked, forcing a helpless little shrug. Somewhere, distantly, a perfectly-timed rimshot rang out in the dead of night. The girls looked less than amused, however. From the sharp descent of their perfectly-penciled brows, furrowing over eyes lined with mascara, to the frown poised on their glossy lips, it looked as if Butters had not only done something terribly wrong; he'd gotten them all sore, too. After an exhaustive scan through the anemic contents of his memory turned up nothing, he settled with innocently rolling his knuckles together and ignoring the way his entire head seemed to be buzzing with blood flow.

"We _meant_," clarified Red, her jaw tightening in a way that was really kind of unsettling, "what are you doing _here_, at an _all girls' slumber party_, and why the hell were you _looking through Wendy's underwear drawer_?"

Oh.

…_Oh_.

And suddenly, just like that, it all came back to him: the musty scent of Cartman's basement, the scribbled chalk archetype of _Plan So Seriously Cannot Possibly Fail This Time _on a blackboard, the dramatic gestures and foreboding glint in those tawny eyes when he explained the plan to Butters, capping it all off with an avowal to kick his ass in the unlikely event of failure and "if they start, y'know, lezzin' out… just take some pictures." He remembered reluctantly agreeing to the plan, if only because it didn't involve any crossdressing. He remembered the cold, damp air pinpricking the skin on his arms and the leaden hope for approval settling in his chest as he was hoisted into the temporarily abandoned bedroom. He remembered rifling through a white armoire, wondering if Eric wanted conventional, conservative panties or something a bit more risqué. He remembered _bam_, the door opening, _bam_, the light turning on, _bam_, something hard and plastic colliding with the back of his head, and _bam_, nothing. Bam bam bam bam bam bam. He remembered it all. He wished he didn't.

The rope twisted slowly, languidly, and shook with the force of Butters' realization. One of Eric's elaborate schemes being the reason for his present unfortunate circumstance – that didn't surprise him, not one bit. Butters wasn't exactly the type to sift through a girl's underwear drawer, especially not Wendy Testaburger's. Every facet, every inch of this situation reeked of Cartman's doing, and to Butters, who had developed a special awareness for his schemes out of necessity and experience, the notion that he had once again been duped into doing the other boy's bidding was not a shock. The _real _shock came from something far more cataclysmic. The _real _shock was a result of two warring parts of Butters coming together, the first true collision of What I'd Like to Happen with What I'm Going to Make Happen. The _real _shock was that Butters had finally and inexplicably grown fed up with the abuse, had finally reached the moment when he put his foot down, and now he planned on making that happen in the most grandiose, disproportionate, befitting-of-South Park way possible.

"Cartman!" he blurted without thinking. The name came out of his mouth and then it was everywhere, moving wraithlike through the perfume, slinking in the shadows cast about the room by bedside lamps, suspended from the ceiling fan. Assigning an epithet to the orchestrator of this whole grand scheme was almost akin to saying Voldemort's name, at least in Butters' mind. He glanced around fearfully at first, half-expecting Eric to materialize out of thin air, but the blood pounding in his skull melted away every last trace of trepidation. It emboldened him, made him headstrong. He wasn't scared of Cartman.

Raising his chin with a touch of defiance, he studied the girls' reactions. They exchanged a look, first of surprise, then of something that might've resembled grim understanding. _Cartman. Of course_, it seemed to say. "Cartman made you do this?" Wendy asked, her expression softening from premature sympathy.

Butters nodded vigorously. The motion sent another jolt of pain up his spine, and he clasped a hand to the bump, wincing. "H-he sure did," he mumbled, not certain if the feeling burning up his veins was shame or sorrow. "Gee, I'm sorry if I interrupted any of you lezzin' out, but… ah, you know Eric. He's mighty persuasive."

Another look rippled its way through the crowd, a little confused, a little offended, and a little beguiled. Butters frowned and wondered if he should elaborate further, but the line of girls folded in on itself in a dissertational huddle before he could regain their attention. They talked like that for an almost interminable moment, leaving Butters to mull over his fate in silence; when they turned around, looking considerably less vicious, he breathed a sigh of relief.

"Sorry about that, Butters," Wendy apologized. "To be honest, we thought it was weird that… well, that someone like _you_ would do something like _this_ in the first place. Now we know, I guess."

Butters forced another megawatt smile, ignoring the odd tightening sensation in his chest. _Someone like you_. "Oh, that's okay, Wendy. I understand. But, um. _Now _can I come down?"

And everyone laughed, and everyone untied Butters and got him back on his feet, and everything was good. Mostly. With another obligatory farewell, Butters slipped into the sleeves of his familiar turquoise jacket – one thing that hadn't changed about him after all these years was his color coordination – and tried to ignore the curious gazes following him down the stairs and out of the house. Once he shut the door behind him and felt the autumnal evening breeze whip at his face, he inhaled slowly, deeply, letting the oxygen rush in, filling him whole. Out here, he felt almost feather-light. Weightless and yet so much more grounded than before.

But the buoyancy was whisked away as quick as it had come when he looked across the dark expanse of road that lay before him and saw, to his dismay, a familiar outcrop of bright green, neon blue, and red-navy awaiting him. There was a split second wherein he considered making a run for it, but he was too late. Bulky as ever, Eric Cartman stomped forward, vintage periwinkle Wellington Bear binoculars swinging from his neck and a snarl already curled on his lips. "The _fuck_, Butters?" he exclaimed, gesturing furiously with both hands. "You were supposed to text me with the code word, like, _hours _ago. You know, the code word? _Afternoon de-liiight_?"

Butters sighed. As if he could forget! "Yeah, w-well, sorry," he said, out of habit more than genuine remorse. "I was kinda busy bein', um, knocked out with a wiffle bat."

"A typical excuse." Cartman sidled closer to Butters, cocking his head, narrowing his eyes until they were little more than rusty slits. He smelled of 95 cent burgers and artificial cheese. Of anger and failure and wanting too much. Butters could relate; in spite of their many differences, he had always been able to relate to Eric, had always been able to plunge into the deepest and darkest parts of himself and _empathize_. Even now, as his body ached with the evidence of what Cartman had made him do, he felt a small strain of pity for the boy. Cartman was human, after all. Maybe a bad human who made bad choices, but still a human nonetheless. Butters just didn't know how much longer he could withstand bearing the brunt of those bad choices. "You got the goods? Is the deed done?" Cartman asked, ignoring the obvious.

"…No."

It was at this point that Stan and Kyle – who had agreed to tag along only because, in their own words, "it's kind of our job" – stepped forward, exchanging twin looks of concern. Meanwhile, Cartman's face was turning a near apoplectic shade of red. "Could you repeat that for me?" he ground out between gritted teeth. "Because it _sounded_ like you said you didn't bag Wendy Testaburger's fucking Granny Panties!"

"Okay, I still don't understand why you're so fixated on this in the first place," Kyle piped up.

"I'm running a smear campaign, goddammit, which doesn't work if you don't have anything to smear with! It's politics. And defamation. Funny, Kahl, I thought you would know all about that, considering your people's history of media control and totally _raping society up the ass!_"

"Here we go again," Stan muttered. At his side, Kyle was already lunging forward, grabbing fistfuls of Cartman's burgundy windbreaker, yanking on it harshly. They crashed into each other in a seething, impetuous tangle of curses and unskilled blows. It was a familiar routine; a South Park classic, memorialized by years of repetition, compounded with roiling teenage hormones and the tensions of suburban life. Once only a quiet, rumbling storm, by senior year it had reached a violent crescendo. Thunderclaps. Low- and high-pressure fronts. The human Coriolis force of love and hate. Looking at them now, to see the ways in which they clawed and kicked and tore, it was obvious how much they meant to one another. Two strangers would never want to hurt each other that badly.

And Stan and Butters – these voyeuristic barometers – just looked on, because that's how it had always been and how they thought it always would be. It was normal. In their childhood, when squabbles like this were just as frequent (though less destructive), it might have even been entertaining. But now, Butters wasn't so sure. Was this how people were destined to treat each other? Was this what all close relationships devolved into? Were these the kinds of relationships he wanted to keep in his life, anyway?

It was the books he'd read, the movies he'd watched, and the childhood he'd spent in South Park. It was the culmination of 17 years' worth of repeated usury and the insecurity it created in him. It was the ghost of a splayed purple mark on his face and the bump on his head. It was the conceptualizations he'd created in his mind, the gnawing hope that someone would eventually have a caring problem for him, too, and if not that, then maybe there would at least be someone out there who could relate. It was the recognition of something he'd known for a long time, but hadn't let himself completely believe until this very moment: _no one _had a caring problem for him, and no one wanted to relate, and he felt kind of like Atlas, like his shoulders were bending and breaking under the weight of so much caring. It was a combination of all these things, and something else, and a little bit of nothing at all, that led Butters to what he did next.

"Fellers," he said, raising his voice above the din. Cartman and Kyle, to everyone's surprise, stopped long enough to listen. "I-I quit."

"What?" Cartman breathed, dislodging a stunned Kyle and staggering to his feet in one spasmodic motion. "That's not funny, jackass!"

"Good, 'cause I wasn't tryna be funny," Butters retorted. Evidently, Cartman had no comeback for this; he half-stood, half-hunched, fists clenching and unclenching, jaw slackened somewhat. It was enough to send a small tremor of guilt through Butters, which he forced himself to ignore. "Ya know," he continued, arms akimbo, "I'm startin' to think that Kenny had the right idea, after all."

The response to this statement was immediate. Stan muttered a very grave, very emphatic "_dude_". Kyle looked down and away, remorse etched clearly into his features. And Cartman – Cartman's face took on about five different expressions at once, a mis-spliced, jerky film reel of emotional confusion. Here, Butters had broken the unspoken rule: never – _never ever ever_ – talk about Kenny. On any other day, this would have been a source of great anxiety for Butters; now, he couldn't quite bring himself to care, though he was sure he'd come to regret it sooner or later. He couldn't care right now. He just couldn't. With that parting statement, he turned on his heel and walked away from Wendy's house, away from Cartman and Stan and Kyle and everything that had happened between them, away from all the bad and all the good, too. He walked away and forced himself not to look back. If he did, he'd never leave.

By the time he stumbled through the front door to his parents' simple suburban home, the catatonia, that lack of caring which pervaded his every thought and action, had not yet faded. He consumed his plate of warmed-up lasagna (normally Butters' favorite) with a zombie-like sense of duty, stood under the showerhead for ten minutes longer than usual, and collapsed onto his unmade bed as soon as he'd gotten changed. What did other people do when they felt like this – like their whole world had been smashed to bits and pieces and then put back together with Crazy Glue? _Were _there even any other people who felt like this? On his nightstand, next to a glass of pink lemonade, was his cell phone; Butters grabbed it and scrolled through the contacts list detachedly. Bradley Biggle – no, he was probably back on his home planet again. Craig – no, he had never been too sympathetic. Eric – _big _no, since he was, in essence, the root of Butters' problem in the first place. Kenny… Butters stared at the highlighted name with a mixture of longing and guilt. If anyone could understand his predicament, it was Kenny. But Kenny was gone now, had left them all a long time ago, and the distance he had put between them wasn't the type that could – or should – be crossed via cell phone.

With a sigh, Butters set the phone back down on the nightstand again, watching dark clouds scud across the moon. Hesitantly he lifted one hand and curled it into a vague shape. Shadows flitted across the opposite wall, given life by Butters' imagination: Cartman and Stan and Kyle and mutant fluffy bunnies and angels and demons and Professor Chaos and Mysterion. When he realized what he was doing, he stopped and squeezed his eyes shut. He wasn't a superhero; he was Butters Stotch, reader of thick books and watcher of cartoons and dreamer of dreams and alone, alone. All alone. "Oh, Butters," he murmured. "What have you gotten yourself into this time?"


	2. Chapter 2

**A/N: **Next chapter is Kenny's POV, whoo!

**Disclaimer: **Don't own. If I did, there would be a Coon and Friends spin-off in the works.

**Chapter Two**

Butters knew three things about Kenny McCormick.

Well, that was a bit of a lie. In actuality, Butters knew just as much about Kenny as anyone else, if not more. He knew that Kenny (or rather, Kenny's family) was the poorest in town, and could be seen shuffling between the Goodwill and the soup kitchen in their beat-up Chevy '69 on any given weekend. He knew that Kenny skipped most of his core classes, and only attended Advanced Psych – the singular period he shared with Butters – when his Dad's welfare check ran out, and therefore, his supply line to Pall Malls, which he smoked on the bleachers after lunch. He knew that Kenny spent ninety percent of the school day he actually attended in what seemed to be his own little world consisting of a Bic pen, a flat surface, and a walkman loaded with nondescript rock music, yet wouldn't hesitate to let you borrow a pencil if you needed one; no one knew much about what he did at home, and those who tried to go there themselves were often confronted with an empty house. This was the meager amount of information that Butters – and the rest of South Park High's senior class – had gathered about Kenny McCormick.

It wasn't always like this. Had Butters been asked to list all that he knew about Kenny at the tail-end of fourth grade or even the three following years, it would have been much longer, more substantive than it was today. They had never been incredibly close, though Butters supposed that, at the time, they were the best friends each other had. Stan and Kyle always came as a matched set, to the point where their names were rarely _not _slurred together – they had been StanandKyle, a singular entity, since damn near preschool. Cartman on the other hand was a curious phenomenon known as the 'extroverted loner': though he had been told time and time again by numerous people that he was not wanted, he continued to encroach on their social lives like a cancerous tumor. That left Kenny and Butters to be the fulcrum of all these relationships, the very cogs which kept their group working and together. _They _were the ones to take the fall, even when they had had little to no part in any wrongdoing. _They _were the ones to sacrifice themselves for others, even when they knew they wouldn't get anything in return. With that in mind, it was easy to see why they had forged a special, yet understated, bond. Maybe it was also why their group had fallen into the pitiful state of disrepair it was in now. A car didn't run without an engine, after all.

It was this past bond that Butters was banking on today. As he fished a lunchbox out of his locker, gently closing the door shut afterwards, he realized (not for the first time that morning) there was no designated place for him to sit. Normally he could be found perched on the edge of the seat next to Cartman… a seat which would still be available, he was sure, as there weren't many people lining up to be Eric's new best friend. If he wanted, he could sit his butt right down in that same old chair, act like nothing had happened last night, and go back to the way things used to be. Heck, he had done it countless times before. But he wouldn't. He had promised himself he wouldn't. He had promised himself he wouldn't when he saw that Eric had left him ten voicemails, he had promised himself he wouldn't when he was listening to the playlist of inspirational music he had compiled immediately after, and he was promising himself he wouldn't now as he walked into the cafeteria.

"Aw, shit," Butters mumbled with a frown. Even if he hadn't been facing them, he was sure he could have felt the collective stare of Stan, Kyle, and Cartman burning into him from miles away. Guilt flooded his stomach. _Now now, Butters, _he reminded himself, _you've gotta get rid of that nasty caring problem. _Ducking his head, Butters scurried off in the opposite direction, always keeping one eye out. He would find his place soon enough.

Any second.

Huh.

By now lunch was well underway, a steady stream of loud conversation pouring in from every grease-stained table, and still Butters was unable to find the person he was looking for. If he didn't have somewhere to eat, he would end up like those characters in high school movies who ate lunch in a cramped bathroom stall on their first day of school – except summer had ended two months ago, so Butters was just a loser, and being a loser was a groundable offense. Spurred on by this thought, he slipped out the double doors leading away from the cafeteria, braced himself for the cold mountain air, and sat down against the outer wall, drawing his knees up to his chest. At least no one could see how sorry he looked out here.

"…Butters?"

The voice was unmistakable. Butters glanced up in surprise, smacking the crown of his skull against the brick wall behind him. "Oww," he mumbled, rubbing the spot gingerly, eyes fixed on two mud-caked boots in front of him. Slowly – though not _too _slowly, he hoped – his gaze traveled higher, following the wrinkles in those baggy, acid-washed jeans up to a slim torso hidden in the bulk of an orange coat. Kenny McCormick gazed back, his dark blue eyes wide with unapologetic curiosity. Only his nose, which was tinged with pink, and a blond fringe were visible otherwise; the rest of his face lie behind the cinched edges of a hood. Judging by the lit cigarette dangling loosely from his fingers, it had been tightened only moments earlier. That was something else Butters knew about Kenny: for whatever reason, he didn't like having his face exposed.

"Ah, h-hey there, Ken!" Butters staggered to his feet, proffered a hand, and smiled earnestly when Kenny shook it. That was what bro-friends did, right? "I was just lookin' for ya!"

Kenny's eyebrows arched in surprise. "You were?" he asked, his voice muffled.

"Yeah, I was," Butters replied, praying his face didn't look as warm as it felt. Some part of him was aware that this out-of-the-blue conversation would be inherently awkward, considering they hadn't talked (_really _talked) in months, but he hoped Kenny could see the purity of his intentions. He wasn't Stan or Kyle or Cartman, after all. "D'you mind if I stay out here? With you? I don't got anywhere else to go," he admitted.

Kenny's expression shifted, becoming softer yet somehow more unreadable. "Sure." He shrugged, put out the cigarette on the sole of his boot, and sat down next to Butters. Silence hung over the courtyard like a burgeoning storm, heady and humid and humming with static electricity. They were alone.

"W-Where's Red?" Butters asked, cocking his head to the side. "I thought you two normally ate together at lunch."

Another shrug from Kenny. "She fucking cheated on me," he answered, voice flat, as if this wasn't a big deal, as if they were merely talking about the weather and not the girl he'd been dating for the past six months. Butters had never been in a real relationship before, though he _had _once had his heart broken. It hurt. It hurt more than anything Butters had ever felt up to that point. He had gotten over it and learned from it, of course, but still. The thought of Kenny feeling that way made something inside him turn, yet the other boy remained calm and collected, his fingers tapping out an unknown melody, his head tilted up toward the sun. "It's okay," he said. "She never put out for me, anyways."

"Oh? Well, that sounds kinda mean of her. What wasn't she puttin' out for you?"

Kenny laughed. Butters glanced over at him, frowning with belated sympathy. "Was she puttin' things out for other guys?" he guessed.

Slowly Kenny nodded, the corners of his eyes crinkling into smile lines. "Yeah, Butters," he said. The smile lines were still present, but his words were quiet, almost regretful.

Without thinking, Butters reached out and patted Kenny's knee. The other boy looked down in surprise. "I'm awful sorry your girlfriend turned out to be a no-good, stinkin' slut, Ken," Butters said, hoping to radiate as much acceptance and commiseration as possible, "but if she did somethin' like that to you, then it's probably best she's gone."

For another heartbeat, Kenny's gaze remained fixed on Butters' hand, almost as if he had never seen such a thing before. Butters frowned. Had he gone too far? As kids, they had always been more touchy-feely than the others – oh no, that just sounded _wrong _– but what if Kenny wasn't like that anymore? Time passed. People changed. Butters wasn't a stranger to any of this; he'd spent his entire life in the same quiet, Podunk, redneck mountain town and witnessed firsthand the effects those strange, strange years had on the people around him. Big Gay Al was apparently living out his midlife crisis in some Las Vegas home for washed-up former entertainers. Randy Marsh, after his short-lived separation from Sharon, returned to South Park and had been sober ever since – though he still yelled himself hoarse at every South Park Cows football game. Even _he_, Butters, had changed. Enough to wake up and see what a horrible farce all his friendships had become, at least. But there was a part of him that didn't want to believe that Kenny had changed, _could ever _change, that wanted to always see Kenny as the boy he'd known in fourth grade, nice and funny and friendly and affectionate and there with him through all the ups and downs of their often crazy childhood in his own silent way. It was all Butters had left now.

And Kenny didn't let him down. He placed his own gloved hand atop Butters', squeezing, then pulled away with those same darn smile lines etched deep into the landscape of his face. "Thanks, man," he said, easing back against the wall.

Butters beamed. "Oh, it's no problem!"

The brown material covering Kenny's mouth rustled as if he were speaking, but no sound came out. His eyes were unfocused and fixed on something just over Butters' shoulder. The courtyard's relative tranquility shattered with the slam of a door, and suddenly, they weren't alone; Eric burst onto the scene with as much unfettered energy as he'd approached anything in life, his cap askew, his hands rubbing together, his feet shuffle-stomp-sliding forward across the pavement. "Butters! _Butters! _Oh, Jesus fuck," he huffed breathlessly, clutching at his sides. "I can't… I can't do this anymore… look at me, chasing your faggy ass all across the school… _see what I do for you?_ It's just WRONG, goddammit!" He straightened up, chest still heaving, and looked in their direction at last. Immediately, his face contorted into a sneer – dark and hateful and laced with venom. "Well well well, look what the cat threw up in the litterbox: a couple of turncoats."

"Fuck off," Kenny shot back. He was rolling onto his feet, any trace of his seemingly good mood from earlier now long gone.

Butters gulped. "N-now listen here, fellers. I know we all got our differences, but –"

"Save your gay little speech for later, Butters," snapped Cartman with a dismissive wave of the hand. "I'm here to save you from a life of friendlessness, frozen waffle dinners, and riding the government's dick."

Though Kenny looked unfazed, Butters couldn't help but wince. Tamping down the urge to curl in a ball and hide his face behind his hands, he glanced from Cartman to Kenny and Kenny to Cartman, back and forth, back and forth, and wondered if he had only imagined the golden Best Friends locket which used to be kept just a few inches from their hearts. He couldn't see either of them as the boys he'd known in fourth grade. All he could see now were two confused, angry teenagers with bad blood between them and no way to fix the things that had been broken over the years, and that realization kind of broke _him_, too.

Oh, but he hated change sometimes. He really, really did.

Cartman was the first to break the tense silence. "Come on, Butters," he said, sniffing, "before his poor people germs spread and turn _us _into backstabbing pieces of dogshit."

In a flash, Kenny's face was mere inches away from Cartman's, brows furrowed, breath puffing out of flared nostrils. Butters choked back a preemptive 'uh-oh'. When had Kenny gotten so fast? "He's not your goddamn dog, fatass," Kenny growled lowly, "so stop treating him like one."

Panic flickered and dimmed in Cartman's eyes. "Oh, and you would know _aallll _about that, wouldn't you?"

"I would, actually," Kenny said, his voice cool and clipped. At this, Cartman looked down and away, snorting.

"Whatever."

If such a flippant remark had been made to Kyle's face, he and Cartman would already be exchanging blows. But this wasn't Kyle; this was Kenny, Kenny McCormick, and so maybe Kenny skipped class and smoked Pall Malls on the bleachers and wrote things on his desk while listening to loud music and never ever went home or talked to his friends, but Kenny also let Butters sit next to him at lunch and bashed his head in with a conch shell for Kyle one time and hung out with Cartman when no one else would. For the nearly sixteen years he'd been their friend, he was the best, most loyal one they could ever ask for. Some things never changed, and Butters could see that this was one of them.

Dried leaves crackled under Kenny's boot with every step he took backward. Cartman breathed a sigh of relief, then, realizing what he'd done, crossed his arms and scowled again. "See you, Butters," Kenny said, stuffing his hands in his coat pockets as he began to walk off in the direction of the parking lot.

Butters couldn't help but frown. "O-oh. Well, uh, I'll text ya later, Ken?"

Kenny lifted one hand in acknowledgment.

While Butters' gaze lingered on Kenny, following his lanky form into a pickup truck with peeling red paint and a dent in its hood, Cartman was patting him condescendingly on the head. "Okay, well, coo', moving on then." He cleared his throat. "Next order of business: I need to talk to you. Man to man, amigo y amigo, pimp to ho. Sound good?"

_Not really, no, _Butters thought, watching Kenny's truck amble down the drive in his peripheral vision. He was alone now. With Cartman. _Cartman! _He hadn't planned on being mentally or emotionally prepared for this kind of confrontation for _at least _another six months! "Th-that depends. Which one am I? The pimp or the, ah, the ho?" he wondered, idly tracing the veins in a blood-red leaf.

"…Butters, we've been through this before," Cartman said. "It's just the way the universe works, okay? So don't question it." Reconsidering this, Cartman plopped down next to Butters and slung one meaty arm around his shoulders. "Look, Butters. I… I know what you're going through."

"You do?"

"Yeah, dude, of course I do. You're just _stuck_, man. I get it. I've _been _there. You made a bad decision when you walked out on us last night, and you just want things to go back to the way they were, but you're afraid that if you 'fess up and admit you were a pussy little bitch, we'll never let you live it down." Cartman's eyes shone; his grin spread nearly from ear to ear, toothy and white, the ever-present physical companion to all his greatest schemes. It was the same grin that had kept Butters under his spell for so many years. "That's why I'm letting you know I accept your apology – no catch. 'No catch' means no hanging you from the flagpole by your fuckin' whitey tighties, which means nothing gets stuck up your buttcrack, which means you're getting off easy, which means you should probably be kissing my balls and going 'ooh, golly Eric, you're the bestest best friend _ever_' right now. But, see, that's the best part – I won't make you do that, either! I won't make you do _anything! _All you have to do is come back to us, and we can just forget that any of this ever happened."

Butters sighed, agitatedly running both hands through his hair. "I'm sorry, Eric, but I said it once an' I'll say it again if I have to – I quit. A-an' there's damn near nothin' _you_ can say to make me change my mind about that. It's final."

Cartman scoffed. "Well, why the fuck not?" he demanded, dropping any pretense of cheerfulness.

"Because," Butters said, "it's not somethin' that can be fixed with words." He stood up, trying with all his might to ignore the pained look Cartman sent in his direction. This 'not caring' thing was a whole lot tougher than he'd originally thought.

He was making his way toward the cafeteria doors, more than ready to put this entire conversation behind him, when a harsh, bitter guffaw stopped him in his tracks. "You don't fucking get it, do you?" Cartman said, his voice high and thin. "Kenny doesn't want you! Kenny doesn't want _any _of us! And why would he? What do you guys even have in common, besides having shitty lives and being way too obsessed with playing dress-up?"

Butters felt the metaphorical light bulb flick on above his head. "Wait, say that last part again."

"Uh. Why?"

"Just do it, please."

Eric blinked, then rolled his eyes. "You and Kenny have shitty lives and deal with it by dressing up as chicks and superheroes."

Any other well-adjusted person would have been offended by Cartman's tactless phrasing. Not Butters. As he stood there, one hand curled around the door handle, his entire self – mental and physical – yet again torn between two worlds, he saw a new window of possibility opening up before him. Though he hadn't done it in several years, he still remembered the feeling of being wrapped up in an alter ego. Marjorine, Professor Chaos, and countless others… sure, the other kids thought they were silly, but what did that matter? Those 'silly' identities had helped him cope with the harsh reality of his life: with every slap across the face, with every stinging taunt and careless jibe, through every lonely night with only a flashlight and the power of his own imagination to keep him company, they had been the only things which kept him believing in a light at the end of the tunnel. And Kenny – well, Kenny had always been into heroics, hadn't he? Like Butters had lived through his childhood personas, maybe Kenny had found similar solace in Mysterion. The determined glint in his eye. That never-fading bravery in the face of danger and even death. The low, gravelly growl in which he spoke, the same one Butters had caught a hint of in his spat with Cartman today. Him and Kenny, they were in the same boat. They'd always been. And even though Cartman didn't mean to, he'd indirectly given Butters the answer to both of their problems.

He turned away from the cafeteria and trotted off toward the parking lot, excitement buzzing through his veins. "…'Ey!" Cartman yelled. "What do you think you're doing?"

"Playing dress-up!"


	3. Chapter 3

**A/N: **First of all, I'd like to dedicate this chapter to my dear Albie (yaahoooo), a lovely artist and even lovelier person who overcame some pretty tough obstacles in her life. If you have a tumblr, follow her! And even if you don't, check out her stuff anyways. It's absolutely incredible, as is she.

Second of all, Chapter 4 might be a little long in coming because school starts for me next week. Sorry, guys. Life's like that sometimes.

**Warning:** Domestic violence.

**Disclaimer: **Don't own.

**Chapter 3**

Kenny was five years old the first time someone hit him.

As it was an accident, it did not become a recurring ritual – thank fuck, he'd say. But there were other parts of that incident which had by then already become household motifs, tossed into the alcohol-and-violence-soaked McCormick menagerie they would all one day accept as part of their daily lives. It all started when Stuart shambled in around midnight, his speech slurred and his movements uncoordinated, as per usual. His car had broken down on the way home from Skeeter's Bar, where he'd gone to immediately after being fired. Of course, those details would not be divulged until much later; when Kenny first laid eyes upon him that evening, all he knew was that Daddy was doing that _thing _again, that _thing _where his face was all red and his mouth was a little slack and he couldn't seem to stand up straight or look at the same spot for more than ten seconds, and this was normally the part where Kevin took him into another room to play a game on the ColecoVision.

They weren't fast enough. Before either of them could process what was going on, Carol was raising her voice, then Stuart was raising _his _voice, and the only sound cutting through their twangy, garbled curses was the _thunk _of Carol's skull and back hitting the wall. Kevin covered his ears and whisper-sung the chorus of "Three Little Birds". Kenny, on the other hand, rushed to Carol's aid, only to be shoved blindly away by his father. "Ow," he'd murmured, trying to stifle the huge, glistening crocodile tears which rolled down his face. Crying was bad. For boys, at least. But if his father thought so, he didn't act like it. Stuart let go of Carol's wrists, fell to Kenny's side, and wrapped his arms in a vice-like embrace around the boy's tiny body. He was crying, too.

The only thing Kenny had left of that night was his memories. There was no scar. There was no cut. There was only a small lavender bruise on his temple, and even that faded after two days. By the unusual standards of his life and his high threshold for pain, it was a minor incident, one that he would've immediately forgotten under normal circumstances. But it was a _first_, and Kenny remembered all his firsts. Like the first time he kissed a girl, or the first time he realized his friends didn't remember his deaths, or the first time he pressed his palm against the front of a boy's pants and rammed that same gloved fist into another man's teeth in one night, every detail was ingrained deep into his mind, waiting for the right time to resurface…

Stars burst behind Kenny's eyelids as the butt of a rifle smacked against his head. Ducking down to avoid another hit, he stepped forward and pushed up with all his weight, knocking his attacker to the ground. The man groaned. Light from the crescent moon and distant streetlamps played across his sprawled form, highlighting wiry tufts of brown hair and a distinct snaggletooth. This was a repeat offender. More than that, this was a man who lived in Kenny's neighborhood. He hid his shame behind a stoic face and expertly kicked away the rifle. "Hitting up the same bank you tried to rob last month," Kenny said, tugging down his hood a little lower just in case. "Classy."

"What the fuck else do ya expect me to do?" the man spat. With some difficulty, he managed to sit up and glance at the rifle lying a few feet away, but a warning growl from Kenny kept him in place. He scowled down at his wrung hands. "There's only one bank in the whole goddamn town."

A pair of handcuffs and a police beeper dug into Kenny's side, silent reminders of what he was here to do. He ignored them for the time being. It was one thing to deal with faceless, nameless scumbags, and it was another thing entirely to be confronted with someone he had known since childhood – someone who had gone through all the same struggles as his family, someone who, if Kenny looked hard enough (and he really didn't want to), he could see himself in. "You could try _not _robbing a bank. There are other options."

The man laughed, almost hysterically so. "If I had other options, you really think I would be out here, in the dead of the night, about to rob a bank with nothin' but a semi-auto and a couple decades' worth of heist movies under my fuckin' belt?" He shook his head, still laughing. "Kid, I ran out of options a _long _time ago."

**xx.**

"He… was about to rob a bank, you say?"

Kenny sighed, his arms folded across his chest, and bit back a smartass retort. For all his accomplishments with the South Park PD, Sergeant Yates could be incredibly dim and hard to work with. "Yes, sir," he said. _For the hundredth time, _yes.

Yates nodded solemnly at that as he rifled through a stack of papers on his desk. "This isn't the same guy who tried robbing it last time, is it?" he asked. Kenny grunted. "Well, it's a damn good thing we got him, Mysterion. The mayor would've had my ass if he actually went through with it."

"Yeah, well," Kenny said, moving toward an already half-open window in the adjacent wall, "take it easy on him, okay?"

Yates blinked. "Why?"

"Just do it."

Before he could get a response, Kenny swung out of the window and slid down the downspout, his cape whipping behind him as he went. That all-consuming exhaustion which usually hit him after a night of vigilantism was just starting to set in, enough so that he nearly lost balance when his feet touched solid ground again. God, but wouldn't that be embarrassing if anyone saw? As Kenny McCormick, he didn't really give a flying fuck what other people thought of him; but as Mysterion… well, he just _did. _Peter Parker wouldn't have gotten jack squat without his ties to the press, after all. And Kenny believed that upholding his reputation was somewhat of a necessity, even though he saw himself as more of a Rorshach-esque character on the nights he allowed his imagination to run wild. Reserved, dedicated, and unwilling to take shit from anyone or anything in his own behind-the-scenes sort of way. Yeah. That was the kind of hero he'd like to be.

"Hero," he grumbled with a derisive snort, padding down a quiet side road. Hours had passed, and yet he still couldn't shake what had happened earlier, no matter how much he tried to put the man's words out of his mind. How much of a 'hero' was he if he couldn't even help his own people? Did he even deserve to call himself one? More and more lately he was beginning to doubt it. Times weren't getting better; if anything, they were just getting worse. Rationally he acknowledged that he couldn't hope to solve the problems of the entire world, or even the entire town. There were always going to be middle-aged fathers passed out facedown in a ditch somewhere. There were always going to be little boys nursing their wounds in private and stifling their growling stomachs in public. There were always going to be desperate families taking desperate measures to fix the situations they were in. Kenny couldn't stop any of that. No one could. But he still felt so goddamn _guilty_.

Fuck his stupid fucking Messiah complex to hell in a handbasket.

He was so deep in thought that he didn't notice the sound of footsteps behind him until he was a block away from his house. Instincts froze over Kenny's veins; he stopped abruptly, tilted his head to one side, and listened as the footsteps faltered before disappearing. Hm. Blinking away his confusion, he resumed walking at a slower, more calculated pace. The footsteps picked up once more. This time, they were accompanied by the sound of steady breathing. _Alright, fuck it,_ Kenny thought. Without warning, he spun around and tackled his follower, pinning him down in the autumn-deadened grass.

"Ouch! H-Hey!" he yelped, and Kenny instantly loosened his grip on the boy's wrists. It was even dimmer out here than it had been in the alleyway, but with each passing second, more and more of his features were revealed and Kenny felt like more and more of an irredeemable asshole. Lying beneath him in an odd silver helmet he hadn't seen in _years _was none other than Butters Stotch. He didn't struggle. On the contrary, he seemed content to just stare up at Kenny, his face contorted in a sheepish, apologetic smile.

"Butters," Kenny said, forgetting to use his 'Mysterion voice', "what the actual fuck."

Butters giggled. Actually _giggled_, dammit. "Yeah, yeah. I know this prob'ly doesn't look very – very good, but I swear I can explain! Honest!" His eyes traveled downward, widening. It was only then that Kenny realized the precarious position they were in: him straddling Butters' waist, their faces inches apart, while Butters' hands remained pinned above his head. If an unsuspecting stranger were to look out their windows and see them right know, they'd probably think they were about to dryhump the everliving shit out of each other. Not that Kenny would necessarily mind that. "But, uh, you might wanna let me get up first, heh."

Kenny obliged, rolling back on his haunches to allow Butters some breathing space. As the boy stood up, he patted some dirt off the legs of his pants, which were a dark sea green. The rest of his outfit was similarly inspired by the Professor Chaos get-up he'd worn when they were kids, but with less tinfoil and more craftsmanship. Kenny had to give it to him: it looked pretty good. But why had he felt the need to wear it in the first place? Was this some sort of elaborate joke? Did Cartman put him up to it as revenge? Though Kenny was unsure of his intentions, he _did _know that Butters didn't have a malicious bone in his entire body. If he was dressing up as his childhood alter ego and stalking Kenny – Mysterion – through South Park, then, well, he probably had a relatively harmless explanation for it.

Butters cleared his throat. "The world isn't fair," he muttered seriously, his eyes narrowed skyward. "I did everything they asked me to. I did their homework for them, I bought weed for them, I snuck inta Wendy Testaburger's bedroom an' stole her granny panties for them." Kenny blinked. Was Butters… _monologuing? _"And yet, nobody accepts me. I am an outcast. A-A shadow of a man who can find no companionship. No love from others. Fine!" Butters swept out one arm in a dramatic gesture. "If I'm destined to be an outcast, then so be it! I'm sick of those guys a-an' their shitty rules anyway. From now on, I will dedicate my life to fixin' the world that turned its back on me! All I ask is that you, Mysterion, show me the way. Together, we will be the greatest superhero team the world has ever seen!"

He finished with a very hopeful, very un-Chaos-like lopsided grin. Kenny, meanwhile, was quite literally at a loss for words. "No," he decided gruffly, once again in 'Mysterion mode' as he turned back in the direction of his house.

Predictably, Butters was right back at his side, trailing him like a lost puppy. "B-but why?"

"You'll get hurt."

"Oh, pshaw. I'll be careful, an' I'm tougher than I look, you know!"

"The hours are long and grueling. You'll get tired."

"Well, I've always been more of a night owl anyways."

"You'll have to spend time with me. You won't like it."

"Sure I will!" Butters exclaimed. When Kenny looked disbelieving, he sighed softly and placed a firm hand on his shoulder. "Look, Ken, I… I don't let it show a whole lot, but I _know _I got things that are wrong with me. I'm dumb, I don't know when ta give up, I'm too nice for my own good… and that ain't even the half of it. But ya know what's the worst thing about me? The worst thing about me is that I don't know how to be alone. I've spent so much of my life tryin' to be everything to everyone, an' now that I don't got _anyone_, I have no idea what I'm supposed to do. I need a purpose, Kenny. An' if you can give me one, wuh-well, I promise you that I'll try my hardest to be the best friend you've ever had."

Kenny mulled over those words in silence, mustering up all his self-restraint to ignore the way Butters gently – subconsciously – kneaded his shoulder. Something wasn't right about this picture… "What about Cartman?" he wondered.

"What about him?"

Kenny shrugged and kicked at a pinecone. "He'll be pretty fucking pissed if he finds out his two best friends are in cahoots." He paused, amending himself. "Ex-best friend, in my case."

"Mine too!" Butters exclaimed, as if he'd just found out they shared a rare hobby. But at Kenny's raised eyebrows, the hint of amusement in his bright features died away, only to be replaced by lip-chewing and habitual knuckle-rubbing. "Ya know how, uh, I had to sit with you at lunch today, an' Eric was lookin' for me? Well, that's 'cause I quit. Bein' their friend, I mean."

An odd mixture of pity and pride swept over Kenny; pride that Butters had found the inner strength to stand up for himself, pity at the thought of Butters struggling through the aftermath as he once had. "Like me?"

Butters smiled. "Yeah, kinda."

Kenny reflected on the moment when Butters sat next to him outside the cafeteria. How surprised he had been. How nice it had felt to just _talk_, to talk and subsequently be taken out of this bubble of isolation he'd been self-cocooned in for the last year and a half. Yeah, he chose his own path. It had been set in stone from the moment he walked out on Cartman and Stan and Kyle, really. But that didn't mean he went without the more than occasional moment of regret: when he left school to work a shift at the Shell Station, then went back to change at his empty old shack of a house before suiting up for the night; when he checked up on his family again and felt the warmth of Karen's hugs contrasting with the lost, questioning, cool gaze of his parents; when he overheard his old friends' plans to hang out and for one fleeting, heartrending moment was brought back to the days of playing pretend and embarking on grandiose cross-continent quests. He'd be lying if he said he was happy with the way his life had turned out, and he'd be lying even more egregiously if he said he wasn't lonely. What right did he have to turn down someone who _wanted _to be the catalyst for change in his life? Someone who needed just as much, if not _more_ help than he did, and asked for very little in return? They had both run out of options a long time ago.

Kenny chewed ruminatively on the inside of his cheek. "Okay."

Without warning, Butters flung his arms around Kenny's neck, pulling him into a clingy sort of side-hug. Mysterion cringed at this display of affection; Kenny found himself craving it. In the end, he settled with twining his arms around Butters and giving him a friendly reciprocal pat. "Thank you, Kenny," Butters whispered, sincerity saturating every word. For a few seconds, all was Butters' breath on his neck and Butters' arms around his shoulders and, well, just _Butters _in general, and Kenny was pretty content with that. But like everything else good in Kenny's life, it died a quick death. Butters pulled away and smirked. "What now… M-Mysterion?"

They resumed walking again. "Now I go home and get the fuck to sleep," Kenny said, smiling in spite of himself.

"Aww. No, uh, ass-kickin' tonight?"

"Hell no. Even if I hadn't already finished my patrol, I wouldn't bring you out there. You need training first."

"Training," Butters repeated with a nod of determination, "got it." He fell silent for a moment, as if engrossed in his own thoughts; then he asked, "Um, I don't mean ta be rude, Ken – Mysterion – but ain't your house on the other side of town?"

"…You ask a lot of questions."

"I'm just a little bi-curious, that's all."

Kenny couldn't help but snort at that. To their left, a sidewalk with weeds cropping up between the cracks led to a ramshackle two story house. A flimsy sign next to the road proclaimed 'For Sale'. Its dark, grimy windows leered in the moonlight like jagged rows of teeth, and the remnants of once shoddily-scrubbed graffiti stained its eastern wall. Though it wasn't much – and _that _was an understatement – it was the closest thing Kenny had to a home. In fact, the neighbors' bitter theory that it was just another part of South Park's ghetto that had somehow broken off and floated across town only endeared Kenny to it more. It was nice. Familiar. He walked up to the door, careful to dodge a loose floorboard in the steps, and was only half surprised when Butters followed him.

"I live here now, at least most of the time," he said, feeling Butters' questioning gaze burning into his back as he unlocked the door. "Homeowner was growing pot in his backyard, so in exchange for not turning him in, he lets me crash here."

"Isn't that kinda… unethical?" Butters asked, frowning.

Kenny shrugged. "We're seventeen, Butters. We don't really even know what ethical _means_."

The door swung open with a creak of protest and they both stepped inside. Kenny flicked on the light switch, revealing a rickety staircase in front of them and a living room complete with floral-patterned sofa, armchair, fold-out coffee table and television adjacent to it. Huffing out his exhaustion, he plopped down on the sofa and promptly removed his Mysterion hood, keeping the cowl in place. Butters stood silent in the doorway. His eyes surveyed the scene before him; his brow furrowed with evident confusion. It didn't take superhuman perception to tell what Butters was thinking: _why doesn't he still live with his parents? _Thankfully for Kenny, Butters was polite enough not to pry. The shorter blond shifted from foot to foot, glanced down at his watch, and cursed softly. "Hamburgers! It's already two in the morning! If I go home now, my parents will… God, I'unno _what _they'll do, but they'll be awful sore at me, that's for sure."

Butters bit down on his knuckles. Kenny watched him. Then, without saying anything, he stood up again and gathered numerous pillows and a cable-knit blue quilt from a chest on the other side of the room, depositing them on the sofa.

"W-What are you doin'?" Butters asked.

Kenny arranged the pillows at one end of the sofa and unfurled the quilt, beating some errant dust out of it. "Making your bed," he replied.

"Hey, Ken, you don't gotta do that…"

"I know." Once the sofa had been turned into something vaguely resembling a bed, he stepped back, offering Butters a tentative smile. He wasn't used to smiling without the cover of a hood. It felt odd to his features, almost alien. At least he still had the cowl. "I'll be upstairs if you need me, okay? Bathroom's down the hall on the left."

Butters returned the smile, blinking gratefully as he stepped forward and ran a hand along the quilt. His face was tight with some unreadable emotion. "Thanks again, Kenny," he said, swallowing hard. "For everything. I-I really do appreciate it."

Kenny nodded before dragging himself up the stairs, closing the door behind him, and all but collapsing on his bed, ignoring the ominous way in which the mattress groaned beneath him. He stayed like that for several moments, his eyes shut tight, his stomach muscles clenching and unclenching with nervous excitement. It took the very last reserves of his strength to peel off his clothes and slide under the covers. But even though he felt like he could sleep for a hundred years, peace eluded him. He was a letdown. He had let down his family and his friends and that man who used to live in his neighborhood and the rest of their fucked-up town at some point or another, but no matter what, he _wasn't _going to let Butters down. He couldn't. Because this was the turning point. This was the night when his life took a turn for the better, for the meaningful. This was the night when five year old Kenny stood up to his Dad and didn't cry. This was the night when everything changed.

He told himself that until he fell asleep, and he almost believed it.


	4. Chapter 4

**A/N: **I apologize for the long wait between chapters. Moreover, I apologize for the fact that the next one probably won't be up very soon, either. Without getting into detail, my family life has been... pretty tumultuous over the last month, and it only got worse this past week. Because of that, it's been hard for me to focus on my schoolwork, let alone my fanfiction.

I have big plans for this story, guys. And I want to make sure that I execute them well. Unfortunately, that's just not possible at the moment.

On a lighter note - I hope you enjoy Chapter 4! And as always, thank you so so so much for the all the reviews, alerts, and favorites!

**Chapter 4**

Attentiveness has never been Kenny's strongest suit, but he could sure as hell tell when someone else was in his bed.

Long nights spent honing his reflexes were partly to thank, he was sure, but most of it was just common sense. For one thing, the lumpier opposite side of the mattress was sagging even more than normal. That was definitely a hint. Then there was that brief, fleeting moment when a still-asleep Kenny stretched, his hands curling blindly toward the oaken headboard while his foot brushed against a bony ankle. That was not only a hint, but a cause for alarm as well. Shocked out of unconsciousness, Kenny scrambled into a sitting position and squinted down, trying to identify the huddled mass next to him in the dusty yellow light of the bedroom. His back faced Kenny. The plaid comforter was drawn up to his chin. Tufts of light blond hair stuck up in hedgehog spikes, splaying across the pillow in every which way.

"Butters?"

The huddled mass shifted and groaned in response. A moment later, the edges of the comforter slipped down past his shoulders and Butters rolled over, mouth opened in a yawn. "Mmmm…," he mumbled, wetting his lips. Another yawn, and then those ridiculously long eyelashes fluttered over bleary pupils and pale blue irises, unfocused until they settled upon Kenny. Butters smiled. "Mornin'!" he greeted, chipper as ever.

Kenny quickly dipped his head away, hoping against all hope that Butters hadn't seen the entirety of his face. Thankfully, he had been too tired to bother taking off his Mysterion cowl before falling asleep, and the garment sat on its usual place just above the bridge of his nose. He turned back to Butters, frowning and blinking away some residual grogginess. "Dude… why the fuck are you in my bed?" A thought occurred to him. "Hey, um, last night, did we…?"

Always one to be blunt, Kenny considered tacking on the _fuck_ – if not solely for his benefit, then for Butters, who often misunderstood innuendo – but it ended up being unnecessary. A vibrant blush spread across his cheeks to the tips of his ears. "O-Oh, gosh no!" Butters exclaimed, chuckling. "I, uh, well, I kinda woke up in the middle of the night an' panicked 'cause I didn't know where I was, so I came up here and got in bed and tried my hardest not to grab onto you or nothin' since I'm awful clingy in my sleep and in general actually… you're not mad at me, are ya? I'm sorry. I really am."

Butters was an absolute mess. His short, fluffy hair still resembled a chicken's ass; his eyes and nose were tinted red; his lips jutted out in the most sincerely apologetic pout he'd ever seen. How could Kenny be mad at a face like that? "It's okay," he said, stamping out the primordial embers of his disappointment and turning to the alarm clock on his bedside table. Fritz the Cat's paws pointed to '9' and '5'. "Fuck!"

"What's wrong?"

"We overslept," Kenny replied. He combed a hand through his hair, reminding himself for the umpteenth time that he needed a haircut as soon as he got some extra money. Which was never, basically.

Butters sat up. "Ah, shit. Hm… maybe we can still make it if we hurry up? School ain't all that far from here, i-if I remember enough from our little walk last night."

"It's almost 9:30, Butters."

At this, Butters flopped back onto the bed, staring up at the ceiling, biting one knuckle, the very picture of anxiety. "If my parents found out I was two hours late to school… forget about _that_, w-what if they knew I snuck out last night and never came home? They'd have a cow!"

Kenny thought for a moment, then smirked. "Butters, have you ever skipped before?"

"Well, I guess I've done it a few times, when I was really happy about somethin'…"

"No, I mean, like, school."

"_Ohhhhhh_." Butters laughed again, a light, buoyant sound. Kenny tried not to think about what that did to his stomach. "No, I guess I haven't. Never really had a reason to, I reckon. The other guys'd call me a Melvin for this, but I'ah kinda like school, ya know? Keeps your mind off all the bad stuff goin' on."

In truth, Kenny _didn't _know; not at all. To him, school had always been a nuisance, just another stressor to add onto the already insurmountable pile of challenges which faced him on a daily basis. He had never even considered the fact that it might be an escape for some people. Not for the first time, he wished he could be more like Butters. "That's okay, I'll show you how it's done," he said, sliding out of bed and stretching once more.

There was no response. For a moment, Kenny wondered if maybe he'd crossed the line, or that perhaps the very idea of misbehavior had sent Butters into catatonic shock; but the sensation of cold air wafting over his bare skin told him otherwise. He was naked from the waist up, and his tawdry plaid boxers – his only item of clothing at the moment – well. It was morning, after all. Butters seemed to understand this, because he was pointedly staring down at the comforter as if it contained the goddamn meaning of life in its stitches. Never mind the strawberry-red tint to his face. Kenny padded over to the dresser, fished out some pants and a hoodie, and whistled through his teeth as he slipped them on. "Don't tell me you won't hang out with me anymore just because I've got morning wood," he said wryly.

"Gosh, no!" an apple-cheeked Butters replied, his voice about three octaves too high. "I mean, geez, I understand an' all. It happens." He paused, and Kenny felt Butters' gaze fall on him again, curious yet shy. "Um, Ken? Would you mind too much if I borrowed some of your clothes? On account of I can't exactly go home an' get changed. That would just be count-counterproductive."

Kenny nodded and turned back to the pitiful contents of his dresser. God, he really hoped he _had _something. After some digging through old band shirts, socks, and even a few pairs of shorts, he came across a faded 'Vote for Pedro' tee – courtesy of Kevin – and tan pants, both of which he tossed haphazardly over his shoulder.

"Thanks!" Butters squeaked. While he changed, Kenny kept his back turned out of respect and tried not to let the sound of brushing fabric go straight to his already-straining dick. It didn't work. After a moment or so, Butters appeared at Kenny's side, fully clothed once again. The shirt had to be two sizes too big; the shorts fit snug around his hips. He looked good, Kenny thought, endearing, if only because Butters was dressed in clothes that had once belonged to him. There was much to be said about property, and feeling like something belonged to you. Not _owning _that thing, necessarily – but knowing that it was yours and you were its. Like the girl on the sidelines who hunkered down in her boyfriend's letterman jacket. That sort of feeling was new to Kenny. New enough that it jammed up his throat and thumped in his chest and made his stomach toss and twist and turn in the most wondrous of ways. _I could get used to this, _said that dreadful, niggling hope in the back of his mind. If only he were so lucky.

Eventually, he became aware that Butters was watching him with a slight smile. "What?" he asked.

Butters shook his head. "I dunno. I just…" He bit his lip, looking up at Kenny through his lashes again, those ridiculously long, pretty, feather-light goddamn fucking life ruining lashes. "I'm startin' to get a good feeling about today. This whole thing, actually."

Kenny smiled back sadly. "Yeah, me too," he said, swallowing hard. "Wanna get some breakfast?"

**xx.**

_Kenny was a disappointment._

_Kenny had let them down. _

_Kenny hadn't been there when they needed him – or so they said. Not 'said'. Shouted. Right in his face. Angry dribbles of spit slick slid, saturated, streamed down and blurred the ink of even angrier words until they looked like underwater trees waving in the wind. Waving and waving and waving goodbye until their trunks snapped in two like Kenny only wished he could do. _

_Kenny couldn't read the words anymore. Couldn't believe what they said, couldn't believe that they'd dare to say them, after all he had done. After he'd broken every single bone in his body for them, ripped them apart and drove them straight through his heart: a cranium for Kyle; a sternum for Stan; a carpal for Cartman. _

_Kenny ran away. Right out of that suffocating room in the Cartmans' household, where hung thick the air with lies and cat hair, and into a madness of his own choosing. His sneakers hit the ground and the sound reverberated with echoes of the first gunshot ever fired – his heart fell into the same beat. On and on and on he ran through the night until he reached a precarious bridge, the same one he had once gladly jumped for his friends to see if there was any treasure at the bottom of that still brown water. He stood there now and breathed deep. Just breathed. Breathed and lamented the fact that death had become so boring. But as he catapulted over the crumbling edge, not as Kenny McCormick, not as Mysterion, not as anyone's anything, he could've sworn he saw a faint glimmering of gold before everything went black._

_This was the way Kenny chose to remember the events of March 6__th__._

**xx.**

Butters only liked sugary cereals. It was the first thing Kenny learned that morning, and would probably be the only thing, considering they were skipping school and all.

He leaned his back against the cheap laminate blue-green counter and silently watched as Butters lifted a spoonful to his mouth, tipping it at a slight angle so that the milk cascaded back into the bowl before he shoved the now-damp Fruit Loops into his mouth. Fruit Loops. Fucking _Fruit Loops_. It was the only thing in the entire house that Butters had found appetizing. Granted, Kenny's pantry consisted of powdered milk, two packets of powdered eggs, commodity beef, a stale bag of Doritos, and three miscellaneous cereal boxes he'd bought on sale last month – not including the veritable mountain of Monster energy drinks piled up in the basement. All in all, it made for a rather slim (and unhealthy) selection. "Oh no no no, this just won't do, nuh-_uh!_" Butters had exclaimed, shaking his head and tsk-ing at the shelves in front of him. "A growin' hero like you needs all the nutrients he can get!"

As Kenny watched him now, he couldn't help the unconscious smile that wobbled upon his lips. Butters devoured another spoonful, crunching loudly, and met Kenny's gaze from where he sat at the fold-out table. A thin stream of milk wended down his chin. In the buttery mid-morning light, pale blonde wisps could be seen clinging to his jaw line. He smiled knowingly. Shit. Without missing a beat, Kenny arched both his eyebrows. "Whatcha thinkin' about?" Butters asked.

Kenny opted to break eye contact. Tiny scars and calluses garnished his too-large hands; he studied them, wishing they were more of interest. "I'm _wondering_," he said, "why you don't drink your milk with your cereal. It's pretty fucking weird." In truth, this wasn't all that had been on Kenny's mind. Other people looked at Kenny and assumed he was dumb, or unthinking, or too focused on tits and dicks and drugs and sex and other banalities to be aware of much else. They'd never guess that at any given moment, there were a million thoughts running through his head. Butters was the only exception. The only one to consider, if even for only a moment, that there might be something beneath the façade which Kenny so carefully donned every single day. He hadn't decided yet whether this was going to be good or bad for their burgeoning friendship.

"Yeah, huh, I guess it is," said Butters, glancing down at his cereal bowl with a newfound curiosity, "but I _do _drink the milk! I just eat the rest of it first, is all. That way, by the time I get to the milk, it's nice and yummy and cereal-flavored. You should try it sometime."

Kenny snorted. "Okay," he said, nimbly extracting a waffle from the toaster (_The Brave Little Toaster_, as Butters had dubbed its poor, rusty soul). There issued a loud slurping sound from the table as Butters tilted the bowl of milk back into his mouth, and, well, who wouldn't be a little cheered up by the sight of a seventeen-year-old boy with a milk mustache? Kenny grinned – full-on _grinned_, Jesus – against his hoodie and took a bite of the waffle. In spite of his better judgment, he was starting to like having someone else around again.

Maybe he _had _learned something today.

"So what's it like?"

Kenny swallowed another dry piece of waffle. "What's what like?"

"You know." Butters punched the air, made a sweeping motion, curved his mouth around a _heee-yah!_ "Fightin' crime! Kickin' a-ass an' takin' names! I bet it's real exciting. Do you got a new archnemesis? Or are there just a group of bad guys you take down more often than others?"

"It's… not really like that, actually," Kenny admitted. "Half the time, I'm lucky if I see a fucking stray cat out there. There's more crime in certain parts of town, yeah, but even that's just small stuff… a drunk guy robbing the gas station, or some wiseass from school writing 'Sally Darson gives great BJs' on a dumpster behind Sizzler. Things like that. But occasionally we'll get belligerents, or some old-fashioned hick hoedown that escalates into violence, and those are the moments we try to prepare for. Well, _I _try to prepare for them. The police don't really give a rat's ass either way. Remember Officer Barbrady?"

Butters grinned. "How could I forget? Pretty sure he gave my ol' Auntie a heart attack last year when he accidentally showed up at our family reunion. God, what a card!"

"Yeah, well, they're pretty much all like that now," Kenny said. "So it's my job – or, I guess, _our _job – to do all the things they're too lazy to do. We'll be working in conjunction with them, but really, we're just their baby-sitters. It's fucked up."

There were a number of ways Kenny expected Butters to react to this information: first and foremost among them was disappointment, maybe even contempt, at the truth behind Kenny's less-than-glamorous double life. Instead, Butters leaned his cheek in his hand and looked at Kenny, eyes smiling. "You've grown up, Ken," he observed quietly.

For a moment, all Kenny could do was bite his tongue. What was he _supposed _to say? That the only reason he'd grown up was because he'd been forced to? That he never wanted to grow up in the first place? That he hadn't asked for _any _of this massive clusterfuck that had become his life? _Neither did he, but you don't see _him _pissing and moaning about it_, he thought. Deciding to spare Butters the sob story, Kenny rolled his shoulders in a shrug. "So have you."

"Really?" Butters asked, beaming. "Thanks!" He sounded truly shocked, a notion which was only further proven when he looked cross-eyed at his reflection in the cereal spoon, tilting his head this way and that, rubbing his face, humming and 'huh'-ing under his breath. "But I don't _feel _grown-up; not really."

Kenny smiled tight. "Then that makes two of us."

As he finished the last of his toast, he could hear the distinct clang and scrape of Butters' spoon against the bottom of the bowl. "Ah, what now?" he asked, stretching both lanky arms high above his head.

"…I guess I could show you around the house?" Kenny offered. There wasn't much to see – mostly old, kitschy furniture, rotting floorboards, outdated fixtures, and an overall unsound infrastructure, along with some of Kenny's personal design touch (if it could even be called that) sprinkled here and there – but he figured it would be rude not to offer. Butters nodded vigorously and sprung up out of his chair, loping alongside Kenny with all the grace of a newborn puppy. In his seventeen years of life, Kenny had never before seen someone so enthused, so energetic, so _enamored _with their surroundings. He gushed over the ugly-ass floral-patterned sofa. He complimented Kenny's quickie paint job in the downstairs half bathroom. He delivered an exaggerated and favorable critique of the vintage Playboy spread collage Kenny had thrown up to cover a rather gaping aperture in the foyer wall. Looking back, Kenny knew that Butters had always been this way; while all the other young boys their age had been occupied with curse words and imitating their own distorted ideas of adulthood, Butters had been perfectly content to hold onto his childlike demeanor for as long as possible. But there was something more special about seeing it now… Now that everyone well and truly _had _grown up, and the rest of their world with it. The sight of Butters shining bright as ever amongst all the drab dreariness in Kenny's "house" was like a splash of radiant Technicolor in a black and white movie.

Before Kenny knew what was happening, Butters had pushed open the door and bounded downstairs, and Kenny was left with little choice but to follow him. Much more sparsely furnished than the other rooms in the house, a moth-eaten armchair in the far corner stood almost alone; two dumbbell racks, a tool desk, and other pieces of secondhand gym equipment were scattered here and there, but did little to soften the cement area.

"I like what you've done with the place," Butters remarked, shooting Kenny a wry grin.

"Yeah, yeah."

Something caught Butters' eye then. He padded over to the bulletin board, which was covered in fliers and maps and miscellaneous photos from around town, and gently – almost reverently – took one down from the center. Silence crackled throughout the room. "You… y-you kept it?" he asked without turning, his voice soft and raw.

Kenny sidled closer to Butters and looked down. At once, he understood Butters' emotion: the drawing was waxy and old, but the subjects, two happy little boys in a yellow biplane, were clear as day. He could still remember the way he'd felt when he first saw it in that hospital room. How he'd wished so fervently that it could be true, that he could rip out those hospital tubes and fly away with whoever would take him, to anywhere, with any_one_. The sight of it brought back a wave of nostalgic longing. "Yeah. I did," he answered quietly, and cleared his throat.

"But why?"

Kenny ran his tongue along the crackled surface of his lips, his skin burning with the sensation of Butters' gaze. Instead of meeting it, he stared down at his socks, worrying the dirty gossamer fabric until it stretched and strained. "You showed me kindness. I didn't want to forget that. It… gave me hope, I guess. Still does."

Butters nodded, then lit up. "I can draw you more pictures, if you'd like!" he offered.

"…You'd do that?" Something inside Kenny coiled into a pleasant little ball. How mature could he possibly be if he practically lost his shit over _this?_

Butters nodded, his intelligent, light-blue eyes still aglow. "Definitely. I like makin' people happy, even if it's somethin' as silly as drawin' a picture." He slung an arm around Kenny's shoulder and pulled him close. The scent of Febreze and fruity cereal rolled off him in waves, from the vagrant strands of blond hair that grazed Kenny's jaw to the slender fingers that stutter-stippled for a brief second over the cold pink skin at the base of his neck. He gave a sincere smile. "And especially for someone who oughtta always be happy."

Without saying anything, Kenny ran his thumb along the paper, tracing the faded charcoal lines as if they might disintegrate under his touch at any given moment.

After all these years, maybe his yellow plane had finally arrived.


	5. Chapter 5

**A/N: **Oh, God. I know this chapter has probably a billion errors because it hasn't been edited yet, but I just _had _to finish and upload it tonight. So many Kenny feelings! I felt the need to contribute more to the fandom than just my random, incoherent flailings.

As always, thank you to everyone for your continued readership!

**Warnings: **Violence towards the end.

**Disclaimer: **Not mine, unfortunately. South Park is far too genius for the likes of me.

**Chapter 5**

_The caged bird sings with a fearful trill  
>of things unknown but longed for still<br>and his tune is heard on the distant hill  
>for the caged bird sings<br>of freedom._

Just for the record, Butters had never been so sore in his entire life.

And that _included_ the anal-probing incident in fourth grade.

His arms felt like wet, limp spaghetti noodles; his legs quivered with the mere effort of holding him upright. A few passing students fixed him with odd looks of mingled pity and curiosity on their way to class, though Butters couldn't really blame them. Before this morning, when he'd caught his reflection in the living room mirror, he'd never seen someone who had ran five miles and done fifty push-ups the night before, either. But he guessed it hadn't been all _that _bad. It could even be argued, in fact, that he had kind of liked it at the time. The pounding of blood in his skull, the adrenaline rushing like rapids from his hands down to his feet… oh, and seeing Kenny run alongside him. He had definitely been more than a little bit okay with that.

It was the aftermath that killed him – that was _continuing _to kill him. Now, Butters was not the most athletic boy in South Park High's senior class. The last time he'd played an extracurricular sport was back in middle school, when he'd agreed to one ill-advised match of extreme tennis with Cartman, and due to a personal schedule modification, he'd crammed his high school electives with nearly everything besides gym. But in spite of all this, he still hadn't been even remotely prepared for the stiffness and pain in his joints which awaited him the next morning; like someone had cut open his arms and legs and poured gallons of sand into them. Kenny had warned him it'd be tough. _I don't want to push you too hard, though, _he'd said, furrowing his brow, _so just… let me know if or when you can't go on, okay?_ And Butters, being his typical Butters-y self, had not. How could he? It had been obvious that this was important to Kenny, and if it was important to Kenny, well, then Butters would run all over the world if he had to.

"_When I tell him that I'm falling in love, why does he say, ay ay_…" Butters adjusted the straps on his old Terrance and Phillip backpack, disentangling them from his Zune headphones, and leaned against the row of puke-green lockers behind him. "_Huuush hush, keep it down now, voices carry!_"

As he sang along, his eyes scanned for any glimpse of a familiar orange parka among the student passersby. No dice. He sighed and pressed the 'pause' button dejectedly. They had agreed to meet up by Kenny's locker and walk together to Advanced Psych; well, Butters had come up with the idea – Kenny had sort of looked at him and just blinked. But why wouldn't he want someone to walk with? The prospect of being alone all day, even when surrounded by hundreds of people, sounded awfully sad to Butters.

Maybe Kenny _did _want someone to walk with. Maybe that 'someone' just wasn't him.

(Shoo – shit. He really needed to stop caring about these sorts of things.)

Resigned to his fate, Butters was about to turn on the music again and walk to class, alone, when a thick shadow glided across him. Half-turning, he looked just in time to see Cartman stroll past. His chin jutted up and out; his fists swung like pendulums at his side. He was the very picture of someone with Places to Be and Important Things to Do, but a few lockers down, he abruptly stopped, scowled, and walked past Butters once more, this time stomping his feet along the way. When Butters offered him nothing but a bemused stare, he huffed loudly. "Goddamn fucking little pussy asshole bitch," he muttered – or at least, that's what Butters heard – before disappearing into the crowd of students.

Well. That was certainly weird. Butters scratched his head and veered down the opposite direction of the hallway. At this rate, it would take a miracle for him to get to class on time, but he didn't mind anymore. It just wasn't like Kenny to avoid him. He was a loner, sure, and they hadn't exactly been 'two peas in a pod' before this whole vigilantism thing started again, but Kenny was a good friend – had _always _been a good friend – and to Butters, that one personality trait trumped all else. If Kenny wasn't doing what he said he'd do, then by golly, there must be a good reason for it!

After scouring the school's entire second floor and glancing out a window in the direction of the football field, Butters slunk off to the field house. His footsteps echoed throughout the spacious brick halls. There didn't seem to be a gym class this period, and for that, Butters was grateful; just because he was fine with sneaking around didn't mean he was fine with being caught.

The pool lay out before him, vast and still and blue-green, except for the hunched orange form crouching at its edge. Butters smiled. Before he could speak up, though, Kenny's gravelly, muffled voice rang out: "I know why the caged bird sings."

Butters blinked and sat down beside Kenny, curling his knees up to his chest. "Gesundheit?" he offered.

"Gracias," Kenny replied, his eyes crinkling into smile lines around a sidelong glance.

Butters wiggled one pointer finger in his ear. "Uh… w-what's with all the non sequiturs? If you don't mind me askin', of course. I get that you like mystery an' all that, but a guy's gotta be able to keep up with the conversation, you know."

"It's a quote," Kenny said, helpful as always.

"I figured out that much, yeah. From what?"

Here, Kenny reclined back against the tile floor, splashing his legs around in the water until an array of dark speckles embossed his rolled-up cargo pants. "A Maya Angelou poem, I think. _I Know Why the Caged Bird Sings._" He glanced up at Butters. "Ring any bells?"

"'Fraid not," Butters said, frowning. "How…"

"How would I know?" Kenny finished for him. "Yeah, yeah. I know. And it's okay; I don't blame you. Fuck, _I _was surprised when I realized I liked that sort of thing." His left hand twitched at his side, and for the first time, Butters realized there was a book in it: small and yellow and with silver duct tape holding its frayed spine together. The words _A Collection of Poetry _stretched and sighed across the front in black curlicues. Had Kenny skipped class to… read? "Sometimes, I don't even know what the hell they're talking about. But I like how the words sound. I guess that's kind of gay."

"It ain't. And even if it was… well, nothin' wrong with that!" Butters nudged the side of his palm against Kenny's elbow, smiling. "I like crappy 80s music and, uh, TLC reality shows, and I'm prob'ly too emotionally invested in books an' movies an' whatnot, if you wanna know the truth. But it makes me happy, so why should I be ashamed of it? If it helps you deal with the cards you've been given in life an' it don't hurt anyone, then the way I see it, it just _can't _be bad."

Kenny gave him a long, hard look, that same darn look people always gave Butters when he spoke his mind, but it was also different. When Kenny looked at him, everything got softer somehow. More careful. After a few seconds, he stared back up at the ceiling. "That's _really _fucking gay," he said.

"I – hey, you're not supposed to think that! You were supposed to be all, _oh wow, Butters, you're such a smart guy, I'm so lucky to have a pal like you!_"

"Right, because I sound like that."

Butters gave Kenny the sternest face he could muster. "N-Not exactly the point I was gettin' at, Ken."

Kenny laughed against his hood, and Butters laughed because it felt like the right thing to do, and then they both fell into silence. Under the jaundiced lights of the field house, Kenny was still attractive as ever: shocks of gold-spun hair wove like thin wire mesh over lidded eyes; a blanched, bloodless strip of scar tissue wound down from his temple and disappeared from sight; his nose was upturned and a bit crooked from the infamous _Tenorman v. Cartman, Part II _incident in ninth grade. It was an unconventional sort of attractiveness that graced his features, one that might even look ugly on a lesser, meaner person. But on Kenny, it fit just perfect. There were those who had been put through the metaphorical ringer their entire life and emerged physically unscathed. Not so for Kenny, who had more than earned his fair share of battle scars, bruises, and bumps, and didn't bother concealing them from the rest of their sometimes judgmental world.

Butters could still remember a day several years earlier when he had seen Kenny in the boy's bathroom. Yellowing splotches covered his gaunt cheeks, and blood oozed from a weeping gash in his knuckles. He had stood there for a moment, alone, poking and prodding his reflection's wounds before he noticed Butters standing in the doorway. They looked at each other then and understood. They had always been good at that. Without saying anything, Butters had grabbed a roll of paper towel and cleaned up Kenny's cuts. He had seen the fight. He had seen that other boy getting hurt, and he had seen the look in Kenny's eyes when _he _saw it, too. And he had known that some things just had to be done for other people, no matter how much it might hurt you. In this respect, his aching muscles were not a problem at all, but maybe even a blessing.

Butters peeled off his tennis shoes and socks and dipped his feet into the pool. He thought of those people in distant, unpronounceable lands who were baptized in ancient seas, and wondered if they felt kind of like this. Peaceful. Content. "Hey, Kenny?"

"Yeah?"

He looked down at his folded hands, biting back a smile. "Y'know, for what it's worth… you're easily the best friend I've ever had."

Kenny stiffened next to him. Then, as if waiting for a disaster that never came, the tension seemed to ease out of his body, and he looked at Butters with his face all crinkly again. Butters loved when Kenny did that. He really did. "I try," was Kenny's nonchalant response, but the subtle way in which he knocked his ankle against Butters' let him know that he appreciated the sentiment.

For the rest of the period, they took turns picking out music on Butters' Zune – Journey and Janet Jackson for Butters, Jethro Tull and Jimi Hendrix for Kenny – and up until the moment the bell rang, Butters was too occupied to notice the sounds of faded footsteps reverberating through his headphones.

**xx.**

The dark was nothing to be afraid of. There were no bogeymen gnashing their jagged teeth beneath his bed, cackling and cooing and waiting for the best moment to pluck him smack-dab into their Crème de la Butters stew. There were no Visitors perched in the tree outside, ready to whisk him off on terrifying intergalactic adventures, no matter how many times he'd guiltily half-wished they would. And, no, there were no hallucinatory pink Christina Aguilera monsters, either – he'd checked and then double-checked to be certain.

These were all things that Butters knew, things that Butters had practically carved into every inch of his militantly obedient brain by the time he was ten years old. But damn it all if South Park at night didn't give him the heebie-jeebies.

For the third time that hour, a rustling sound sent Butters leaping behind the cover of pine trees like a little pussy. He was sure that it would've looked ridiculous enough in his normal clothes, but in his garish Professor Chaos get-up, with all its tinfoil embellishments and half-baked sewing mishaps… well, that made Butters feel just plain _stupid_. But could anyone blame him? Even during the day, South Park was the kind of town most people went out of their way to avoid, even if that meant hiking up the bill on their gas guzzler another dollar or two. That strange and unidentifiable weirdness only became more pervasive after sunset, when the mountain winds picked up and took their overactive imaginations with it.

Butters rapped his green-gloved fingers along the tree bark and inhaled deeply. "S'okay, Chaos," he mumbled. "You're on your way ta meet up with one of the smartest, toughest, most devilishly h-handsome heroes around, an' you're both gonna kick a ton of ass. Right? Right. There's nothin' at all to be scared about, b-but even if there was, you would just… just…" He curled his fist into a ball and pantomimed smashing. "You would just _crush _it with the fist of justice! Yeah!"

By this point, Butters was bouncing from foot to foot, his arms flapping at his sides in some sort of retarded warm-up ritual. He was far beyond caring about whether someone might see him. After all, he had given a speech to Kenny not five hours earlier about the importance of 'being yourself'; and if Butters wasn'thimself, strange, slightly unsettling quirks and all, then he'd just be a stinkin' hypocrite, and Butters did not want to be one of _those_.

A thin, hazy sheet of snow languidly mottled the autumn air as Butters tramped up Kenny's driveway. Tonight, there was a pickup parked in front of the garage. Its pathetic exterior and cracked headlights seemed to frown at Butters as he jogged up to the porch, mentally congratulating himself when he leapt over the loose floorboard, and rapped three times on the door. Kenny appeared in record time.

"Hey," he said, a little breathlessly. His attire was as per the usual for a Friday night: boots, gloves, cowl, indigo hood, utility belt, and skin-tight midnight blue and lavender covering the rest. The only marked difference in his appearance was a furry, blubbery cape laid round his shoulders. It looked so much like Kenny's old metrosexual parka that Butters just couldn't help but giggle.

"You – you look like Nite Owl, y'know, at the end of _Watchmen_," Butters squeezed out between fits of laughter, "when they're… when they're in Antarctica, hehe… if Nite Owl was a metro guy…"

Kenny closed the door behind him and smirked. That was one of Kenny's best traits – he had a good sense of humor about things. Especially the things that would normally make other people upset. "What, I thought he _was _a fag. Didn't you catch all the subtext between him and Walter? Total Kinsey 6 shit right there."

They both walked over to the pickup, Kenny sliding easily into the front seat while Butters struggled to pop open the rusty silver latch on the passenger's side. Inside it was freezing, freezing, freezing cold, and even when Kenny fired up the car, the white clouds of breath issuing from both their mouths didn't disappear. He frowned. "Sorry, no heat," he said, chewing on the inside of his cheek. "You, uh… you want this?"

Before Butters could give a proper response, Kenny had already hoisted off the cape and rested it along Butters' shoulders, his hands smoothing down the creases and his nose close enough to brush Butters' earlobe. He was much warmer now; Butters had a sneaking suspicion that the shawl wasn't the only reason why. "T-thanks, Ken," he murmured, and quietly bunched more fabric around his face in hopes that he might mask some of its redness.

Kenny just nodded and put his hands back on the steering wheel as if nothing had happened. Maybe it hadn't. Butters sighed and sank lower in his seat, watching Kenny out of the corner of one eye. His gaze was fixed on the road ahead, glazed with thought, his tongue absently wetting the crackled surface of his lips. Butters was enamored with Kenny's lips. He wished he could say it was just a result of never seeing them, but he knew it was more than that. They just looked so… so _kissable. _Stifling yet another sigh, Butters mashed his knuckles together and tried to focus on the music tumbling disjointedly from the radio.

"Eric used to love this song," he said without thinking. Surprised, Kenny ceased tapping the steering wheel and shot him a quick, confused glance. Butters watched the snow tessellate on his window. "If it came on when we were in the car, he'd turn it up full blast an' start beltin' it out, no matter what else was goin' on. I don't think he did it to annoy me, even though it kinda did. I think he just really liked the way it made him feel."

Kenny half-chuckled. "Eric…" he muttered, shaking his head. "Fuck."

"I miss him sometimes," Butters admitted. He remembered Cartman's strange behavior from earlier that day and felt an inexplicable sense of nostalgia. He'd never wanted to hurt anybody; not even Cartman. _Especially _not Cartman. "D-don't get me wrong, I think what I did was for the best, an' I'm glad I got out when I did. But… I dunno. I guess a lot of the bright spots seem even brighter when you're lookin' at them in hindsight."

"You're preaching to the choir, man." Kenny's right hand slid into the glove compartment, fishing around, presumably, for a pack of cigarettes, as he often did in the middle of a conversation. After a few seconds of this, he abruptly stopped and shut the compartment. Kenny McCormick was a pack-a-day smoker; Mysterion, however, was not. Little things like that made Butters smile.

"So does that mean you miss 'em too? Stan an' Kyle an' Eric, I mean?"

Kenny's expression was unreadable in the blue glow of the dashboard lights. "Well… I do, and I don't," he said slowly. "But it doesn't matter which way you slice it. Still won't change anything. Not for us, not for them. And hell, maybe it's better that way. I don't know."

Something dark flashed across Butters' vision. "Kenny! Stop the car!" he yelped. The pickup screeched and groaned with discordant protest as Kenny slammed his foot on the brake, sending it slip-sliding into an awkward halt. From where he had been hurled against his seatbelt, nearly brained with the force of it, Butters peeked over the dash. A bulky man dressed in all black stood before them. His eyes, outlined by the pleated fabric of a ski mask, bugged out in their sockets; when he finally made to scramble out of the road, it was in an oddly disoriented manner. Before Butters could voice his extreme confusion, Kenny had already turned the ignition off and jumped out of the car.

"Ken – M-Mysterion, wait up!" Butters gasped, clambering out of his seat with as much speed as he could muster. True to his word, Kenny – Mysterion – stood on the other side, nearly blending into the shadows and cobbled brick walls of the alleyway behind him.

"Follow my lead," Kenny growled. Butters gave a tiny, somber nod of understanding. Somewhere deep in his bones, he understood that this could be his figurative 'moment of truth': the first and maybe only chance he'd ever get to show his worth in this new life he'd begun to carve out, to prove to himself, to Kenny, to everyone he had left behind, that he could still be of some use_. _This realization, combined with how suddenly it had all happened, made him feel kind of queasy. Not that he would admit it. He was Professor Chaos now, dammit; he wasn't going down without a fight!

Straightening up, Butters hovered near Kenny's side as they moved deeper and deeper into the crepuscular alleyway. Even as the orange light of the streetlamps sputtered and faded behind them, he was hyper-aware of Kenny's every careful, calculated movement, and tried hard to mimic it. He slowed down his breathing. He measured each step. He put on his best poker face and stuffed his hands in his pants pockets so as to stop them from banging together. And when Kenny, without warning, sharply spun back around in the direction from whence they had just came, Butters dredged up those years of tap-dancing to execute the best, most heroic flourish in his repertoire.

It was what he saw on the other side that stopped him altogether.

For the third time in his life, Butters found himself staring down the barrel of a gun. Stout and silver, it shook in its owner's hand, but soon righted itself with a lethal, poignant click.

"Chaos," Kenny rumbled in warning.

Butters could see him slowly edging closer at the fringes of his vision, but was unable to move or speak in response. His muscles were all locked up, locked up like the bullet in the barrel, and then the bullet was flying forth, and it was spinning and spinning and spinning, and this was not a dream, and it was not a figment of his imagination either, and the real monsters weren't hiding under his bed or hanging from printed words on a library page or lurking in his father's heart, they were _here_, right now, right now, right now –

Kenny stepped in front of him, and the bullet _whupped_ into his chest. Silently he crumpled to the ground, his head lolling forward, his arms folding beneath him like the wings of a wounded bird. Butters forgot everything else. He dropped to his knees and gingerly touched Kenny, watching in abject horror as blood welled up to stretch its spindly red fingers across the snow-dusted asphalt.

"Ken," he croaked, biting back a terrified sob. "Ken… h-hold on there, okay?"

A full-body shiver rattled through Kenny's prostrate form. "Fine," he wheezed, "I'm fine."

"No, you ain't, Kenny, but… but you can be. An' you _will _be; you just gotta… gotta hold on for a sec." Oh, God. Butters wiped his grimy, clammy hands down his face and exhaled shakily. Maybe he wasn't cut out for this after all… No. He shook his head and covered Kenny's bullet wound with one hand, patting along his nonexistent pockets for a cell phone with the other. There was nothing. There would be no help for them. Butters could sense the unmistakable vice of anxiety clenching around his inner organs, and the fact that Kenny was right _here, _damn near bleeding to death and not even struggling about it, only made Butters feel worse.

"_Butters_." Kenny was staring right at him, his expression serene, his fingers wrapped around Butters' shaking wrist. "I'll be okay. Go home."

Everything went white.


End file.
